UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A
                                    (Amendment 1)

(Mark One)
[ X ]    ANNUAL  REPORT  PURSUANT  TO  SECTION 13  OR 15(d)  OF  THE  SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended                   December 29, 2002
                          ------------------------------------------------------

                                       OR

[    ]   TRANSITION  REPORT  PURSUANT  TO SECTION 13  OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

Commission File Number:    000-17962
                       -----------------

                         Applebee's International, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                    43-1461763
  -------------------------------           ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

          4551 W. 107th Street, Suite 100, Overland Park, Kansas 66207
 -------------------------------------------------------------------------------
              (Address of principal executive offices and zip code)

                                 (913) 967-4000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common  Stock,   par
                                                            value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                        Yes X   No
                                           ---    ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined by Rule 12b-2 of the Act).
                                        Yes X   No
                                           ---    ---

The aggregate market value of the voting and non-voting common stock equity held
by  non-affiliates  of the  registrant  as of the last day of the second  fiscal
quarter ended June 30, 2002 was  $1,273,824,875  based on the closing sale price
on June 28, 2002.

The number of shares of the  registrant's  common stock  outstanding as of March
10, 2003 was 55,221,320.

                       DOCUMENTS INCORPORATED BY REFERENCE

Proxy  statement to be filed  pursuant to  Regulation  14A under the  Securities
Exchange Act of 1934 is incorporated into Part III hereof.

                                       1

<PAGE>


                                EXPLANATORY NOTE

THIS AMENDMENT ON FORM 10-K/A IS BEING FILED SOLELY TO REPLACE THE CERTIFICATION
OF  OUR CHAIRMAN  AND CHIEF  EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER FILED
AS EXHIBIT 99.1.  ALL OTHER  INFORMATION CONTAINED  IN  OUR ORIGINAL  FORM  10-K
REMAINS UNCHANGED.



                                  SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       APPLEBEE'S INTERNATIONAL, INC.


Date:   March 14, 2003              By:   /s/   Lloyd L. Hill
     --------------------              -------------------------------------
                                       Lloyd L. Hill
                                       Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below  constitutes and appoints Lloyd L. Hill and Robert T. Steinkamp,  and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any  amendments to this Form 10-K, and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitute or substitutes,  may do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on  behalf of the registrant  and
in the capacities and on the dates indicated.


By:  /s/   Lloyd L. Hill                           Date:     March 14, 2003
     --------------------------------------             ------------------------
     Lloyd L. Hill
      Director, Chairman of the Board and Chief
     Executive Officer
     (principal executive officer)

By:  /s/   Steven K. Lumpkin                       Date:     March 14, 2003
     --------------------------------------             ------------------------
     Steven K. Lumpkin
     Executive Vice President and Chief
     Financial Officer
     (principal financial officer)

By:  /s/   Beverly O. Elving                       Date:     March 14, 2003
     --------------------------------------             ------------------------
     Beverly O. Elving
     Vice President, Accounting
     (principal accounting officer)


                                       2
<PAGE>



By:  /s/   Erline Belton*                          Date:     March 14, 2003
     --------------------------------------             ------------------------
     Erline Belton
     Director


By:  /s/   Douglas R. Conant*                      Date:     March 14, 2003
     --------------------------------------             ------------------------
     Douglas R. Conant
     Director


By:  /s/   D. Patrick Curran*                      Date:     March 14, 2003
     --------------------------------------             ------------------------
     D. Patrick Curran
     Director


By:  /s/   Eric L. Hansen*                         Date:     March 14, 2003
     --------------------------------------             ------------------------
     Eric L. Hansen
     Director


By:  /s/   Mark S. Hansen*                         Date:     March 14, 2003
     --------------------------------------             ------------------------
     Mark S. Hansen
     Director


By:  /s/   Jack P. Helms*                          Date:     March 14, 2003
     --------------------------------------             ------------------------
     Jack P. Helms
     Director


By:  /s/   Burton M. Sack*                         Date:     March 14, 2003
     --------------------------------------             ------------------------
     Burton M. Sack
     Director

By:  /s/   George D. Shadid*                       Date:     March 14, 2003
     --------------------------------------             ------------------------
     George D. Shadid
     Director

*  Signed under Power of Attorney dated March 14, 2003.

                                       3
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Lloyd L. Hill, certify that:
1.       I  have  reviewed  this  annual  report  on  Form  10-K  of  Applebee's
         International, Inc.;
2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;
3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;
4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:
         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;
         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and
         c)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;
5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):
         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and
         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and
6.       The registrant's  other certifying officer and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:    March 14, 2003              By:  /s/    Lloyd L. Hill
      ---------------------             ------------------------------------
                                        Lloyd L. Hill
                                        Chairman and Chief Executive Officer
                                        (principal executive officer)


                                       4
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Steven K. Lumpkin, certify that:
1.       I  have  reviewed  this  annual  report  on  Form  10-K  of  Applebee's
         International, Inc.;
2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;
3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;
4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:
         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;
         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and
         c)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;
5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):
         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and
         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and
6.       The registrant's  other certifying officer and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:    March 14, 2003              By:  /s/    Steven K. Lumpkin
      ---------------------             ------------------------------------
                                        Steven K. Lumpkin
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (principal financial officer)


                                        5
<PAGE>

                         APPLEBEE'S INTERNATIONAL, INC.
                                  EXHIBIT INDEX

   Exhibit
    Number                           Description of Exhibit
---------------  ---------------------------------------------------------------

       3.1       Certificate  of  Incorporation,  as amended,  of the Registrant
                 (incorporated  by reference to Exhibit 3.1 of the  Registrant's
                 Annual  Report on Form 10-K for the fiscal year ended  December
                 31, 1995).

       3.2       Restated and Amended By-laws of the Registrant (incorporated by
                 reference to Exhibit 3.2 of the  Registrant's  Annual Report on
                 Form 10-K for the fiscal year ended December 29, 1996).

       4.1       Shareholder  Rights Plan contained in Rights Agreement dated as
                 of September 7, 1994,  between Applebee's  International,  Inc.
                 and Chemical Bank, as Rights Agent  (incorporated  by reference
                 to Exhibit 4.1 of the  Registrant's  Annual Report on Form 10-K
                 for the fiscal year ended December 25, 1994).

       4.2       Amendment  dated  May  13,  1999  to  Shareholder  Rights  Plan
                 contained  in Rights  Agreement  dated as of September 7, 1994,
                 between  Applebee's  International,  Inc. and Chemical Bank, as
                 Rights Agent  (incorporated  by reference to Exhibit 4.1 of the
                 Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
                 quarter ended June 27, 1999).

       4.3       Amendment  dated December 12, 2002 to  Shareholder  Rights Plan
                 contained  in Rights  Agreement  dated as of September 7, 1994,
                 between  Applebee's  International,  Inc. and Chemical Bank, as
                 Rights Agent.

       4.4       Certificate of Adjustment of Shareholder  Rights Plan contained
                 in Rights  Agreement  dated as of  September  7, 1994,  between
                 Applebee's  International,  Inc. and Chemical  Bank,  as Rights
                 Agent, as amended  (incorporated by reference to Exhibit 4.1 of
                 the  Registrant's  Quarterly Report on Form 10-Q for the fiscal
                 quarter ended September 29, 2002).

       4.5       Certificate of the Voting Powers, Designations, Preferences and
                 Relative  Participating,  Optional and Other Special Rights and
                 Qualifications of Series A Participating  Cumulative  Preferred
                 Stock  of  Applebee's  International,   Inc.  (incorporated  by
                 reference to Exhibit 4.2 of the  Registrant's  Annual Report on
                 Form 10-K for the fiscal year ended December 25, 1994).

       10.1      Indemnification Agreement, dated March 16, 1988, between Abe J.
                 Gustin, Jr. and Applebee's International, Inc. (incorporated by
                 reference to Exhibit 10.2 of the Registrant's  Annual Report on
                 Form 10-K for the fiscal year ended December 25, 1994).

       10.2      Indemnification Agreement, dated March 16, 1988, between Johyne
                 Reck  and  Applebee's  International,   Inc.  (incorporated  by
                 reference to Exhibit 10.3 of the Registrant's  Annual Report on
                 Form 10-K for the fiscal year ended December 25, 1994).

       10.3      Form  of  Applebee's  Development  Agreement  (incorporated  by
                 reference to Exhibit 10.4 of the Registrant's  Annual Report on
                 Form 10-K for the  fiscal  year  ended  December  31,  2000 and
                 Exhibit 10.1 of the Registrant's  Quarterly Report on Form 10-Q
                 for the fiscal quarter ended July 1, 2001).


                                      E-1
<PAGE>



   Exhibit
    Number                           Description of Exhibit
---------------  ---------------------------------------------------------------

       10.4      Form  of  Applebee's   Franchise  Agreement   (incorporated  by
                 reference to Exhibit 10.5 of the Registrant's  Annual Report on
                 Form 10-K for the  fiscal  year  ended  December  31,  2000 and
                 Exhibit 10.1 of the Registrant's  Quarterly Report on Form 10-Q
                 for the fiscal quarter ended July 1, 2001).

       10.5      Schedule of Applebee's  Development and Franchise Agreements as
                 of December 29, 2002.

       10.6      Revolving  Credit  Agreement  dated  as  of  November  5,  2001
                 (incorporated  by reference to Exhibit 10.6 of the Registrant's
                 Annual  Report on Form 10-K for the fiscal year ended  December
                 30, 2001).

       10.7      Asset Purchase Agreement between Applebee's International, Inc.
                 and  Apple  Capitol  Group,  LLC  dated  as of  July  16,  2002
                 (incorporated  by reference to Exhibit 10.2 of the Registrant's
                 Quarterly  Report on Form  10-Q for the  fiscal  quarter  ended
                 September 29, 2002).

       10.8      Assignment Agreement between Lehman Brothers Holdings, Inc. and
                 Applebee's  International,  Inc.  dated as of  October  1, 2002
                 (incorporated  by reference to Exhibit 10.3 of the Registrant's
                 Quarterly  Report on Form  10-Q for the  fiscal  quarter  ended
                 September 29, 2002).

                 Management Contracts and Compensatory Plans or Arrangements

       10.9      1995  Equity  Incentive  Plan,  as  amended   (incorporated  by
                 reference to Exhibit 10.7 of the Registrant's  Annual Report on
                 Form 10-K for the fiscal year ended December 30, 2001).

       10.10     Employee  Stock  Purchase  Plan,  as amended  (incorporated  by
                 reference to Exhibit 10.10 of the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended December 31, 2000,  Exhibit
                 10.2 of the Registrant's  Quarterly Report on Form 10-Q for the
                 fiscal quarter ended September 30, 2001 and Exhibit 10.1 of the
                 Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
                 quarter ended March 30, 2002).

       10.11     1999 Management and Executive  Incentive Plan  (incorporated by
                 reference to Exhibit 10.13 of the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended December 26, 1999).

       10.12     Nonqualified Deferred Compensation Plan.

       10.13     1999  Employee  Incentive  Plan,  as amended  (incorporated  by
                 reference to Exhibit 10.11 of the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended December 30, 2001).

       10.14     2001 Senior Executive Bonus Plan (incorporated by reference  to
                 Exhibit  10.12 of the  Registrant's Annual Report  on Form 10-K
                 for the fiscal year ended December 30, 2001).

       10.15     Employment  Agreement,  dated  January 27, 1994,  with Lloyd L.
                 Hill   (incorporated  by  reference  to  Exhibit  10.4  of  the
                 Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
                 quarter ended March 27, 1994).


                                      E-2
<PAGE>



   Exhibit
    Number                           Description of Exhibit
---------------  ---------------------------------------------------------------

       10.16     Severance and Noncompetition Agreement, dated January 27, 1994,
                 with Lloyd L. Hill  (incorporated  by reference to Exhibit 10.5
                 of the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 fiscal quarter ended March 27, 1994).

       10.17     Employment  Agreement,  dated  March 1,  1995,  with  George D.
                 Shadid  (incorporated  by  reference  to  Exhibit  10.3  of the
                 Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
                 quarter ended March 26, 1995).

       10.18     Agreement  Regarding  Employment  (incorporated by reference to
                 Exhibit 10.1 of the Registrant's  Quarterly Report on Form 10-Q
                 for the fiscal quarter ended September 30, 2001).

       10.19     Employment  Agreement  dated  August 7,  2002,  with  Steven K.
                 Lumpkin  (incorporated  by  reference  to  Exhibit  10.1 of the
                 Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
                 quarter ended September 29, 2002).

       10.20     Memorandum of Understanding dated October 5, 2002 with Louis A.
                 Kaucic.

       10.21     Form of Indemnification Agreement (incorporated by reference to
                 Exhibit  10.29 of the  Registrant's  Annual Report on Form 10-K
                 for the fiscal year ended December 25, 1994).

       10.22     Schedule of parties to Indemnification Agreement.

       10.23     Previous Form of Change in Control  Agreement  (incorporated by
                 reference to Exhibit 10.2 of the Registrant's  Quarterly Report
                 on Form 10-Q for the fiscal  quarter  ended March 29, 1998) and
                 schedule of parties thereto.

       10.24     Previous Form of Change in Control  Agreement  (incorporated by
                 reference to Exhibit 10.23 of the Registrant's Annual Report on
                 Form 10-K for the fiscal  year  ended  December  27,  1998) and
                 schedule of parties thereto.

       10.25     Current Form of Change in Control  Agreement  (incorporated  by
                 reference to Exhibit 10.2 of the Registrant's  Quarterly Report
                 on Form 10-Q for the  fiscal  quarter  ended  July 1, 2001) and
                 schedule of parties thereto.

       21        Subsidiaries of Applebee's International, Inc.

       23.1      Consent of Deloitte & Touche LLP.

       24        Power of Attorney (see page 29 of the Form 10-K).

       99.1      Certification  of  Chairman  and Chief  Executive  Officer  and
                 Executive Vice President and Chief Financial Officer.



                                      E-3